Twilight's Crush
by Hopedruid
Summary: Twilight has a crush. It's more complicated then it sounds.
1. Chapter 1

Twilight had a crush.

Of course, she had her fair share of crushes before, Mares and Stallions. But this was entirely different.

It was one of her best friends and, worse, a fellow element of Harmony. And even worse, worse, she was her kid brother/adoptive son/assistant/ baby dragon Spike's love interest.

She had a crush on Rarity!

It had taken Twilight a bit to realize. She knew Rarity was beautiful of course. But there were plenty of beautiful mares in Canterlot and in Ponyvile. What really made the difference was her personality, her kindness, her generosity, her artistic talent, and creative mind. Those all increased her appeal immensely. And through their friendship, Twilight had found a crush was developing. An infatuation. She couldn't get Rarity out of her head.

And this was a problem for lots of reasons.

1: As she had mentioned, Spike had a crush on Rarity himself. It would be a betrayal of his feelings to pursue her after he had poured his heart out to her about Rarity so many times.

2\. She was friends with Rarity, and she didn't want to lose her friendship for the remote possibility of a successful relationship.

3\. She had no idea how that would affect the Elements of Harmony, both magically and in terms of team composition. Would that depower the Elements? Strengthen them? Change them? Send them to different users? Would it negatively affect team morale?

4\. Would it compromise her friendship with the others? Her relationships in town?

And so on. Really, there were no upsides to this. If she could control her feelings, she would squash this crush in it's cradle.

But she couldn't. Each day it grew stronger. She'd find herself ogling Rarity's bum, or having sigh filled daydreams at random times during the day, or even having actual dreams. Fantasies of her and Rarity together, in a world where nothing goes wrong. A bliss-filled world where their path to love was easy and guilt free.

Twilight didn't live in such a world, so she really just wanted to pretend these feelings weren't there. But that wasn't a solution really. It got harder to pretend each and every day.

"Dear, is something the matter?" A voice broke through Twilight's frenzied thoughts.

"No! I mean what? I mean, sorry, could you repeat that?" Twilight said, giving her a strained smile.

"Is something the matter? It seems your mind has been preoccupied dear." Rarity said, giving her a concerned look.

"No. Nothings wrong. Sorry if I've been a bit distant." Twilight said.

"It's no problem. I want only for my dear friends to be happy." Rarity said. A dagger stabbed through Twilights heart. Friends. Is that all they would ever be? Of course, it was. Even if things weren't so complicated, someone like Rarity would never-

"Thanks for your concern. But it's nothing. I just didn't get a lot of sleep last night, is all." Twilight said.

"Oh really? I suppose you were up late at night with a book. Twilight I appreciate your passion, I've felt it too, but you must get your sleep as well." Rarity says. Twilight snorted.

"Says the workaholic herself." Twilight said.

"Heh heh. Well, some sacrifices have to be made in the pursuit of artistic creation." Rarity said.

"The same could be said about academics and magic." Twilight said.

"I...see your point. I'll try to be better at following my own advice in the future." Rarity said.

"I-I was just teasing. I admire your passion as well." Twilight said, she was blushing a bit.

"Thank you very much, darling. You know...I've always felt that you and I understand each other the best, out of all the other elements." Rarity said.

"Y-you do? How so?" Twilight said. She could feel her heart racing.

"We are both unicorns, not that that is particularly important, but we know more of active magic than most others. We both understand and appreciate beauty in our own ways. The visual arts for me and the art of words and magic for you. We are passionately devoted not just to a career but a cause." Rarity said.

"A cause?" Twilight asked.

"Of course. We perpetuate not only ourselves but our ideas and aesthetics. When I sell my dresses and when you make a spell or write a treatise. You're spreading your vision of what you want the world to be like. Through self-expression, we change the world." Rarity said.

"I...I suppose your right." Twilight said.

"Of course this isn't to look down on what the others do. Farming, competition, fun, preserving nature...all of those things are very important but they are different creatures entirely from what we do, dear." Rarity said.

"I...I see." Twilight said.

"There's another thing we share in common, you and I?" Rarity said, and her voice sounded...different. Dangerously similar to how it was when she was flirting with a stallion. It could be, and yet Twilight still felt a shiver of arousal.

"We both like other mares. Don't we." She said in a stage whisper.

"Wh-what."Twilight said.

"You don't have to keep secrets from me darling. I understand. I've seen all the signs. Noticed your ogling other mares rumps. Your admiration of Bon-Bon and Lyra. I've even caught you flirting with some mares, you little minx." Rarity giggled playfully.

"I-It was that obvious huh?" Twilight said.

"Oh yes. You gave me instant fillyfooler vibes right away. Bi correct?" Rarity said.

"Did my mane give it away?" Twilight said dryly, Rarity giggled again.

"Well...that certainly didn't help preserve your cover, as it were. But really it was a million little things, and the aura you have around you." Rarity said.

"Aura? I have an aura of queerness around me now?" Twilight said. Rarity again burst into laughter.

"Hmph. I suppose you do. Although you should count yourself lucky it's not as big and powerful as our dear friend Rainbow Dash's." Rarity said.

"Ha. I suppose so. But what about you, you said you like mares too." Twilight said.

"Ah yes. But I pass exceedingly well as a heterosexual, thank you very much. Though that does have it's downsides." Rarity said.

"What are those exactly?" Twilight said.

"It's hard to find a mare who will take a chance on me." Rarity said.

"Why? You're beautiful! And kind and generous and smart." Twilight said. She could have continued but then her mind caught up to her mouth and she began to blush and hold her tongue.

"Thanks, but even if other mares see me like that, they aren't keen on pursuing someone they think might be straight. So I have to pursue stallions, which only amplifies the problem." Rarity said.

"I...see." Twilight said, taking a tentative sip of her tea.

"Have you ever dated someone?" Rarity asked. Twilight spit out her tea, coughing a bit as some made it's way down her throat anyway.

"A-are you ok Darling?" Rarity asked, alarmed.

"Y-yeah. S-sorry for worrying you." Twilight said.

"Twilight, you don't have to apologise to me for anything." Rarity said, putting a hoof on the lavender mares cheek.

"Th-thanks." Twilight said.

"But your not going to get out of my little question that easily." Rarity said. Twilight's face fell again.

"Don't worry, dear. You don't have to answer if it's uncomfortable for you." Rarity said.

"No...no. There's...no reason not too. I-" Twilight took a breath and composed herself.

"I have had a couple of l-lovers. S-Special someponies. None of them lasted too long. The longest was with a mare." Twilight said.

"I see. Well, those ponies didn't deserve you. You're fabulous darling. And you deserve someone that will treat you as such." Rarity said.

"Th-thanks. But it wasn't really their fault the relationships failed or anything. It was just-" Twilight began, and then a voice interrupted her.

"Rarity! I neeed you!" Called a familiar young voice. Rarity sighed.

"Sorry, Twilight dear, sisterly duty calls. We'll resume this discussion another time." Rarity said.

"O-of course. Make sure your sister is doing well. I have some books I need to organize anyway." Twilight said.

"Oh dear, you're always reorganizing your books. Couldn't you give that a rest?" Rarity said.

"But the library is getting new books Rarity, and that messes with my whole system." Twilight said.

"Twi, darling-" Rarity began.

"Raaaarityyyy!" Sweetie called again.

"Of course I'll be there in one moment. Farewell Twilight." Rarity said and strode away, swaying her hips enticingly.

Twilight enjoyed watching her leave, she sighed dreamily,and eventually made her way back home.


	2. Chapter 2

Rarity had a crush.

It was a certain lavender coated mare that she quite admired. That being, of course, Twilight Sparkle. Element of magic, the leader of the group, and a cutie bookworm. Rarity very much wanted to bring her into her bedroom. Of course, there were problems. She couldn't be 100% certain that the feelings were mutual. Though it seemed quite likely.

The larger hurdle was how it would affect their friends. In particular, Spike. Their dating might be particularly emotionally devastating to the young dragon, and she certainly didn't want to break his heart like that at such a young age. Especially since Spike might well feel betrayed by Twilight. That would put a wedge in between Twilight and Spike that might never recover, and Rarity wouldn't be responsible for that.

She could look though. And flirt. Flirting was fun. Especially with dear Twilight, who was so oblivious and nervous and blushy. It was all very cute.

But it was also frustrating. Rarity did like to dance a bit. She wasn't like Rainbow Dash or Pinkie, who would fall in bed with just anyone. She liked the seductive dance. The chase and withdrawal. It made the sex that much more satisfying.

However, this was going on far too long and there was not a resolution in sight. It was almost like flirting with some of her straight mare friends, though Twilight certainly wasn't that. Seriously, she'd been pleasuring herself with her hooves for far too long. She needed a good fuck at the least.

Romance was certainly her ideal scenario with Twilight, but that seemed unreachable. Sex with Twilight, some sort of illicit affair. A secret, friends with benefits sort of relationship. That would at least satisfy the itch between her legs.

Most likely though, she was going to have to settle with the two mares that were willing to have some nice, casual, no strings attached sex with her. Namely Lotus Blossom and Aloe Vera. They were extraordinary girls, who were quite good in bed. So this wasn't too big a step-down, from who she truly wanted to bed.

So, once she got to an acceptable breaking off point with work she headed on over to the spa. All she'd have to do is flutter her eyelashes and ask for the "special service" and she'd be on her way to a satisfying orgasm. She might like the dance of seduction, but she had played with those two often enough, and she needed relief now more than anything.

Entering she spotted something that normally, she'd be quite pleased to see. The signature yellow rump and pink tail of one of her best friends, Fluttershy. Chatting with Aloe Vera cheerfully. Again, normally quite a pleasant sight. Fluttershy coming out of her shell around someone who wasn't an Element of Harmony, but not when she was about to make a booty call!

It was fine. It was fine. All she had to do was retreat before Fluttershy noticed-

"R-Rarity?" Fluttershy said, blinking in surprise. Damn, Rarity thought. A bit too late to withdraw.

"Fluttershy. It's a...surprise to see you here. Outside of our regular appointments." Rarity said.

"Y-yeah. I was just...getting in another. I thought-well it's so relaxing I thought I'd-well...just treat myself. After a long day at w-work." Fluttershy said, blushing a bit. Rarity looked over from Aloe Vera to Fluttershy. Aloe was wearing a bit of a sheepish grin. Rarity quickly put two and two together.

"I understand completely, dear. Aloe Vera is quite good with her...services." Rarity said.

"U-uh...yes. She is." Fluttershy said in a very quiet voice, looking down at her hooves. Fluttershy had been going at it with Aloe Vera, the little minx! Good for her, Rarity thought.

"Well then. I was going to ask for some special service myself. From Aloe Vera or Lotus. Both if you can swing it?" Rarity said, winking at the two mares.

"O-oh I uh-well...huh eek." Fluttershy said. Spluttering as she went from revelation to embarrassment.

"Of course Miss Rarity. Lotus is busy with another client at the moment, but she should be out shortly. I'll prepare the room." Aloe said, giving Rarity a wink back. Then trotted off.

"Dear, I know this is a bit awkward. However, you really shouldn't be so awkward. It's a natural thing." Rarity said.

"Y-yeah...I know. It's just...this is new to me you know? I-I never...knew this about myself. Until...recently." Fluttershy said, still looking at her hooves.

"I see. I know what that's like, figuring yourself out sexually. It can be quite the difficult process. I want you to know that I'm here for you." Rarity said.

"Th-thanks." Fluttershy said, she didn't look up but she did smile a bit. Small victories were important too.

Suddenly, looking flushed and blissful, one Twilight Sparkly emerged side by side with Lotus Blossom.

"Thanks for that Lotus, you're a miracle worker. And that thing you do with your tongue is-" Twilight said, then suddenly she opened her eyes to notice Rarity and Fluttershy, both looking quite surprised to see her.

"I-I...uh. Rarity? Fluttershy?" Twilight said. Rarity suddenly burst out laughing. The musical sound ringing through the small Spa.

"I-I'm sorry but this is all so terribly awkward. The looks on your faces were priceless! Darling, the three of us are going to have to get a drink and talk about this. But first..." Rarity said, turning to Lotus as she finished.

"Yourself and your partner owe me some special service." Rarity said.


	3. Chapter 3

45 satisfying minutes later, Rarity was feeling rejuvenated and had joined her rather awkward friends for drinks at the local pub. They found a secluded little corner and ordered their drinks. Twilight and Fluttershy were silent and pretty still. Obviously, the two of them would wait around until Queendom come before they'd utter a peep.

"Dears, I know this was all a bit awkard but puh-lease. You only got caught enjoying yourself with two very lovely mares. Don't be such drama queens." Rarity said. This line seemed to open up the floodgates.

"I-I mean I don't do that sort of thing all the time Rarity. I was just lonely and it's been a while and-and-please can you forgive me." Twilight said.

"Th-that was the only way I could really experiment and make sure. I needed to know. I'm sorry, I'm sorry, I'm sorry." Fluttershy whimpered at about the same time as Twilight's rant.

They finished at nearly the same time and the table settled into a tense silence. Again Rarity laughed out loud.

"I-It's not funny." Twilight said.

"O-Oh ha ha, I'm sorry darling. It's just you two are so nervous for no reason whatsoever. I've had "service" from those two on many on occasion. There is no shame in that. There's no shame in experimentation either." Rarity said.

"I-I'm glad...I wouldn't want to lose your friendship." Twilight said, but despite that her eyes were downcast. She seemed a bit sad and frightened, Rarity thought. Which was a shame. Maybe Rarity should try and take care of that...

"I-it's good to know that you two...like mares as well." Fluttershy said, reminding Rarity she wasn't alone with her crush.

"What do you mean?" Twilight asked.

"Well...I knew about other mares like that. Lyra and Bon-Bon for instance. But it's different when it's your friends. Makes you feel less...alone I guess." Fluttershy said.

"What do you mean? You've known Rainbow Dash for a long time." Twilight said.

"Th-that's different." Fluttershy said, looking at her hooves. Twilight was about to ask how exactly that was different when their drinks were delivered.

"In whatever case, you girls are marvelous. Certainly, my feelings haven't changed about either of you. In fact this only means we have more in common. If anything this should merely serve to deepen our bond." Rarity said, giving a meaningful glance to her two friends.

"Th-thank you so much." Fluttershy said, tears streaming down her face.

"I guess...getting caught wasn't too bad." Twilight chuckled sheepishly.

The trio drank and talked about all manner of things, only occasionally touching on sexuality so as not to fluster Fluttershy too much. Eventually, the evening wound down.

"We should do this more often." Twilight said.

"Yes, dear we should." Rarity said.

"That sounds nice. I really should be getting back though. The animals are waiting for me." Fluttershy said. The unicorns said their farewells and the two of them started walking back home.

"Well then...I guess I should head back to the library." Twilight said, her eyes though betrayed that she very much wanted to stay in Rarity's company.

"I guess you should." Rarity said. Their eyes met and the evening faded away. For a moment the two of them were all that existed.

Then Rarity planted a peck on Twilight's lips. It was brief. All too brief but it practically melted Twilight into a puddle of hormones and need.

"Good night Twilight." Rarity said, and swaggered off. Her hips swaying hypnotically, as she left.

Twilight's eyes were fixed on her rear, and she felt static in her brain.

"D-did that just happen?" She said to herself, once she disappeared from view.


End file.
